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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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     and Charter shall have all rights and remedies available at law or equity,
     including the remedy of specific performance.

     9.5 Attorneys' Fees. Notwithstanding any provision in this Agreement that
may limit or qualify a party's remedies, in the event of a default by any party
that results in a lawsuit or other proceeding for any remedy available under
this Agreement, the prevailing party shall be entitled to reimbursement from the
defaulting party of its reasonable legal fees and expenses (whether incurred in
arbitration, at trial, or on appeal).


     10.1 Survival. All representations, warranties and covenants of Holdings
and Group set forth herein will survive the Closing (i) until the expiration of
the applicable statute of limitations in the case of the representation and
warranty contained in Section 4.4 and (ii) until the nine (9) month anniversary
of the Closing Date in all other cases. All representations and warranties of
Buyer and Charter and all covenants of Buyer and Charter to be performed and
discharged in full prior to the Closing, in each case, set forth herein, will
survive the Closing until the nine (9) month anniversary of the Closing Date.
All covenants of Buyer and Charter to be performed in whole or in part after the
Closing will survive the Closing until performed and discharged in full.
Notwithstanding anything to the contrary contained herein, all claims made in
respect of such representations, warranties and covenants will be subject to any
applicable limitations set forth in this Section 10.

     10.2 Indemnification by Holdings. After the Closing, but subject to
Sections 10.4 and 10.5, Holdings agrees to indemnify and hold Buyer and Charter
and either of their Affiliates and their respective officers, directors,
representatives, shareholders, members, partners, agents and employees harmless
against and with respect to, and shall reimburse Buyer and Charter and either of
their Affiliates for:

          (a) any and all Losses resulting from any untrue representation or
     breach of warranty by Holdings or Group or the nonfulfillment of any
     covenant to be performed by Holdings or Group contained in this Agreement
     or in any other document or instrument delivered pursuant hereto by
     Holdings or Group; provided, however, that each representation and warranty
     (whether made as of the date of this Agreement or made on and as of the
     Closing Date) contained in this Agreement for which indemnification is
     sought hereunder shall be read (including for purposes of determining
     whether a breach of such representation or warranty has occurred) without
     regard to, and as if such representation or warranty did not contain,
     materiality or material adverse effect qualifications that may be contained
     therein; and

          (b) any rate refund liability imposed on any of the Renaissance
     Companies for any period arising prior to the Adjustment Time pursuant to
     the existing provisions of the Cable Act or any FCC Regulations heretofore
     adopted thereunder (but only to the extent of the out-of-pocket costs
     payable in respect thereof and it being understood that any claim for